EX-10.28



 





Exhibit 10.28




Amendment and Release Agreement



Burns, Philp & Company Limited

ABN 65 000 000 359



Each entity listed in schedule 1



and



Credit Suisse First Boston, Sydney Branch (previously known as Credit Suisse

First Boston, Melbourne Branch)

ABN 17 061 700 712



Freehills



MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone +61 2 9225 5000 Facsimile +61 9322 4000

www.freehills.com DX 361 Sydney



SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE



Correspondent Offices JAKARTA KUALA LUMPUR




Reference JP:ML:APJ:36D



 









 




Amending Agreement

Table of contents




	 	 	 	 	 
	Clause	 	 	 	Page
	1
	 	Definitions and interpretation	 	1
	 
	 	1.1 Definitions	 	1
	 
	 	1.2 Interpretation	 	2
	2
	 	Amendments to Principal Agreements	 	2
	 
	 	2.1 Amendment to Revolving Facility Agreement	 	2
	 
	 	2.2 Amendment to Term A Facility Agreement	 	2
	 
	 	2.3 Amendment to TLA Senior Funding Agreement	 	2
	 
	 	2.4 Amendment not to affect validity, rights, obligations	 	3
	 
	 	2.5 Confirmation	 	3
	 
	 	2.6 Acknowledgement	 	3
	3
	 	Release of BPD and BPF	 	3
	4
	 	General	 	4
	 
	 	4.1 Principal Agreement	 	4
	 
	 	4.2 Governing law and jurisdiction	 	4
	 
	 	4.3 Further action	 	4
	 
	 	4.4 Counterparts	 	4
	Schedule 1 – Initial Borrowers	 	5
	Annexure A – Deed Poll of Release	 	 







page 1









 






This amendment and release agreement





is made on
       2004 between the following parties:



	 	 	 	 	 	 	 
	

	 	 	1.	 	 	Burns, Philp & Company Limited
	

	 	 	 	 	 	ABN 65 000 000 359
	

	 	 	 	 	 	of Level 23, 56 Pitt Street, Sydney, New South Wales, 2000
	

	 	 	 	 	 	(Parent)
	 
	

	 	 	2.	 	 	Each entity listed in schedule 1
	

	 	 	 	 	 	(each an Initial Borrower)
	 
	

	 	 	3.	 	 	Credit Suisse First Boston, Sydney Branch
(previously known as Credit Suisse First Boston, Melbourne
Branch)
	

	 	 	 	 	 	ABN 17 061 700 712
	

	 	 	 	 	 	c/o Level 27, 101 Collins Street, Melbourne, Victoria, 3000
	

	 	 	 	 	 	on behalf of itself and each Subscriber
	

	 	 	 	 	 	(Facility Agent)







Recitals





	 	 	A            The Parent, the Initial Borrowers, the Facility
Agent and others executed the Principal Agreement.
	 
	 	 	B            The parties wish to amend the Principal Agreement
in the manner set out in this agreement.





The parties agree





that in consideration of, among other things, the mutual promises
contained in this agreement and the payment by the Parent and the
Initial Borrowers to the Facility Agent of $10 (receipt of which is
hereby acknowledged by the Facility Agent):



1 Definitions and interpretation





	1.1	 	Definitions
	 
	 	 	The following definitions apply in this agreement:
	 
	 	 	BPD means Burns Philp Deutschland GmbH (Reg No. HRB 65911);
	 
	 	 	BPF means Burns Philp Food Limited;
	 
	 	 	Deed Poll of Release means a deed poll in, or substantially in, the
form of Annexure A to be executed by the Security Trustee and the
Co-Trustee in favour of BPD or BPF (or both, and with or without
others) in relation to the Security Documents (as defined therein);
	 
	 	 	Effective Date means the date of this agreement;
	 
	 	 	Principal Agreement means each of the following:






	(a)	 	the Revolving Facility Agreement;
	 
	(b)	 	the Term A Facility Agreement; and
	 
	(c)	 	the TLA Senior Funding Agreement;




page 1









 












Revolving Facility Agreement means the Revolving Facility Agreement
dated 16 January 2003 between the Parent, the Initial Borrowers,
the Facility Agent and the financial institutions listed in
schedule 2 to that document as amended and restated as at 21
February 2003 and 18 August 2003;




Security Documents has the same meaning as defined in the Deed Poll
of Release;




Term A Facility Agreement means the Term A Facility Agreement dated
16 January 2003 between the Parent, the Initial Borrowers, the
Facility Agent and the financial institutions listed in schedule 2
to that document as amended and restated as at 21 February 2003 and
18 August 2003; and




TLA Senior Funding Agreement means the TLA Senior Funding Agreement
dated 16 January 2003 between the Parent, the Initial Borrowers,
the Facility Agent and others as amended and restated as at 21
February 2003, 4 March 2003, 18 August 2003 and 3 February 2004.




	1.2	 	Interpretation






	(a)	 	Clause 1.2 to 1.6 of the TLA Senior Funding
Agreement apply to this agreement.
	 
	(b)	 	In this agreement, a word or phrase defined in
the TLA Senior Funding Agreement has the same meaning as in
the TLA Senior Funding Agreement.





2 Amendments to Principal Agreements





	2.1	 	Amendment to Revolving Facility Agreement






	(a)	 	Clause 8 of the Revolving Facility Agreement is
amended by inserting in paragraph (e) after the words
“Revolving Debenture” the words “(other than a Revolving
Debenture issued by Burns Philp Deutschland GmbH or Burns
Philp Food Limited)”.
	 
	(b)	 	The amendment in clause 2.1(a) takes effect on
and from the Effective Date.






	2.2	 	Amendment to Term A Facility Agreement






	(a)	 	Clause 9 of the Term A Facility Agreement is
amended by inserting in paragraph (e) after the words “Term
Debenture” the words “(other than a Term Debenture issued by
Burns Philp Deutschland GmbH or Burns Philp Food Limited)”.
	 
	(b)	 	The amendment in clause 2.2(a) takes effect on
and from the Effective Date.






	2.3	 	Amendment to TLA Senior Funding Agreement






	(a)	 	Clause 7.1(a) of the TLA Senior Funding Agreement
is amended by deleting in paragraph (ii) after the semi-colon
the word “or” and inserting in each of paragraphs (i) and (ii)
after the semi-colon the word “and”.




page 2









 






	(b)	 	The amendments in clause 2.3(a) take effect on
and from the Effective Date.






	2.4	 	Amendment not to affect validity, rights, obligations






	(a)	 	The amendments to the Principal Agreements do not
affect the validity or enforceability of the Principal
Agreements.
	 
	(b)	 	Nothing in this clause 2:






	(1)	 	prejudices or adversely affects any
right, power, authority, discretion or remedy arising
under the Principal Agreements before the Effective
Date; or
	 
	(2)	 	discharges, releases or otherwise
affects any liability or obligation arising under the
Principal Agreements before the Effective Date.






	2.5	 	Confirmation






	(a)	 	Each party is bound by the Principal Agreements
as amended by this agreement.
	 
	(b)	 	Each party confirms that, other than as provided
for in clauses 2.1 to 2.3, the Principal Agreements remain in
full force and effect.






	2.6	 	Acknowledgement






Each party acknowledges that this agreement is issued in accordance
with the Principal Agreements and is a New Transaction Document.



3 Release of BPD and BPF





	(a)	 	BPD will cease to be a Borrower under, or a party to, may
cancel and redeem all Revolving Debentures and Term Debentures
issued by it under, and will be released from all of its obligations
under, the Principal Agreements and each other Transaction Document
(subject to paragraph (c)) upon BPD having repaid all outstanding
Funding Portions owing by it to the Subscribers and all accrued
interest on those Funding Portions.
	 
	(b)	 	BPF will cease to be a Borrower under, or a party to, may
cancel and redeem all Revolving Debentures and Term Debentures
issued by it under, and will be released from all of its obligations
under, the Principal Agreements and each other Transaction Document
(subject to paragraph (c)) upon BPF having repaid all outstanding
Funding Portions owing by it to the Subscribers and all accrued
interest on those Funding Portions.
	 
	(c)	 	Neither BPD nor BPF will be released from their obligations
under the Security Documents until the execution by the Security
Trustee and the Co-Trustee of a Deed Poll of Release in its favour.




page 3









 











4 General





	4.1	 	Principal Agreement






Clause 16 (“Notices”), clause 17 (“Amendments and Waivers”) and
clause 18 (“General”) of the TLA Senior Funding Agreement apply
mutatis mutandis to this agreement as if they were fully set out
in this agreement.




	4.2	 	Governing law and jurisdiction






	(a)	 	This agreement is governed by the laws of New
South Wales.
	 
	(b)	 	Each party irrevocably submits to the
non-exclusive jurisdiction of the courts of New South Wales.






	4.3	 	Further action






Each party agrees to do all things and execute all further
documents necessary to give full effect to this agreement.




	4.4	 	Counterparts






	(a)	 	This agreement may be executed in any number of counterparts.
	 
	(b)	 	All counterparts, taken together, constitute 1 instrument.
	 
	(c)	 	A party may execute this agreement by signing any counterpart.






page 4










 





Schedule 1 – Initial Borrowers




	 	 	 	 	 
	 	 	 	 	Jurisdiction of
	 Name of Borrower
	 	Address
	 	Incorporation

	Burns Philp Treasury (Australia)

	 	Level 23
	 	Australia
	Limited

	 	56 Pitt Street	 	 
	ACN 003 731 986

	 	SYDNEY NSW 2000	 	 
	

	 	AUSTRALIA	 	 
	 
	 	 	 	 
	Burns Philp Inc.

	 	c/- The Corporation Trust Company
	 	USA
	(Fed ID #22-272392)

	 	County of New Castle	 	 
	

	 	1209 Orange Street	 	 
	

	 	WILMINGTON DE 19801	 	 
	

	 	UNITED STATES OF AMERICA	 	 
	 
	 	 	 	 
	Burns Philp (New Zealand)

	 	54 Ponsonby Road
	 	New Zealand
	Limited

	 	Auckland	 	 
	(AK 112484)

	 	NEW ZEALAND	 	 
	 
	 	 	 	 
	Burns Philp Food Limited

	 	31 Arlie Street
	 	Canada
	

	 	Lasalle	 	 
	

	 	QUEBEC H8R1Z8	 	 
	

	 	CANADA	 	 
	 
	 	 	 	 
	BPC1 Pty Limited

	 	Level 23
	 	Australia
	ACN 101 665 918

	 	56 Pitt Street	 	 
	

	 	SYDNEY NSW 2000	 	 
	

	 	AUSTRALIA	 	 
	 
	Burns Philp Deutschland GmbH

	 	Wandsbeker
	 	Germany
	(Reg No. HRB 65911)

	 	Zollstrasse 59	 	 
	

	 	22041 Hamburg	 	 
	

	 	GERMANY	 	 







page 5









 






	 	 	 
	Executed as an agreement:
	 	 
	 
	 	 
	Parent
	 	 
	 
	 	 
	Signed for
	 	 
	Burns, Philp & Company Limited
	 	 
	by its attorney in
	 	 
	the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)
	 
	 	 
	Initial Borrowers
	 	 
	 
	 	 
	Signed for
	 	 
	Burns Philp Treasury (Australia) Limited
	 	 
	by its attorney in
	 	 
	the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)
	 
	 	 
	Signed for
	 	 
	Burns Philp Inc.
	 	 
	by its attorney in
	 	 
	the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)







page 6









 






	 	 	 
	Signed for
	 	 
	Burns Philp (New Zealand) Limited
	 	 
	by its attorney in
	 	 
	the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)
	 
	 	 
	Signed for
	 	 
	Burns Philp Food Limited
	 	 
	by its attorney in
	 	 
	the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)
	 
	 	 
	Signed for
	 	 
	BPC1 Pty Limited
	 	 
	by its attorney in
	 	 
	the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)
	 
	 	 
	Signed for
	 	 
	Burns Philp Deutschland GmbH
	 	 
	by its attorney in
	 	 
	the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Attorney
	 
	 	 
	

Name (please print)

	 	

Name (please print)







page 7









 






	 	 	 
	Facility Agent (on behalf of itself
and each Subscriber)
	 	 
	 
	 	 
	Signed for
	 	 
	Credit Suisse First Boston, Sydney Branch
	 	 
	by its authorised signatories
	 	 
	in the presence of:
	 	 
	 
	 	 
	

Witness

	 	

Signature of authorised signatory
	 
	 	 
	

Name (please print)

	 	

Name (please print)
	 
	 	 
	

	 	

Signature of authorised signatory
	 
	 	 
	

	 	

Name (please print)








page 8










 





Annexure A – Deed Poll of Release




Deed Poll of Release



(Australian Security Documents - Completion)



J.P. Morgan Australia Limited

ABN 52 002 888 011



and



Each party listed in schedule 1







MLC Centre Martin Place Sydney New South Wales 2000 Australia

Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000

www.freehills.com DX 361 Sydney



SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE

Correspondent Offices JAKARTA KUALA LUMPUR



Reference JP:ML:APJ:36D



 









 





Table of contents




Clause




	 	 	 	 	 
	 	 	Page
	1 Definitions and Interpretation
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Interpretation
	 	 	3	 
	2 Release from Security Documents
	 	 	3	 
	2.1 Release of Release Property
	 	 	3	 
	2.2 Release of obligations
	 	 	3	 
	2.3 Release time
	 	 	3	 
	2.4 Confirmation of release of foreign Security Documents
	 	 	3	 
	2.5 Further steps
	 	 	4	 
	2.6 Confirmation that will not affect other rights or liabilities
	 	 	4	 
	3 General
	 	 	4	 
	3.1 Governing law and jurisdiction
	 	 	4	 
	3.2 Attorneys
	 	 	4	 
	Schedule 1 – Release Companies
	 	 	5	 
	Schedule 2 – Deed of Charge and Release Property
	 	 	8	 
	Schedule 3 – Trademarks
	 	 	20	 
	Schedule 4 – Foreign releases
	 	 	21	 







page 1









 






This Deed Poll of Release





	 	 	is made on
                            2004 between the following parties:






	1	 	J.P. Morgan Australia Limited
	 
	 	 	ABN 52 002 888 011

of Level 32, Grosvenor Place, 225 George Street, Sydney, New

South Wales, 2000

as trustee of each Security Trust

(Security Trustee)
	 
	2	 	JPMorgan Chase Bank


of 4 New York Plaza, 15th Floor, New York, NY 10004

as co-trustee of the trust constituted by the Security Trust Deed

(Co-Trustee)






	 	 	in favour of






	3	 	Each party listed in schedule 1
	 
	 	 	(each a Release Company)
	 
	4	 	Each of the Continuing Guarantors






	 	 	Recitals






	A.	 	The Security Trustee and the Co-Trustee hold
certain guarantees and securities granted by the Release
Companies.
	 
	B.	 	The Security Trustee and the Co-Trustee have
agreed to release the Release Property from the Security
Documents and to release the Sale Companies from their
obligations under the Security Documents on the terms of this
deed.
	 
	C.	 	The Security Trustee and the Co-Trustee have
obtained all consents, approvals and directions required to
execute, deliver and perform this deed.





This deed witnesses





	 	 	that in consideration of, among other things, the mutual promises
contained in this deed, the parties agree:





1 Definitions and Interpretation





	1.1	 	Definitions
	 
	 	 	In this deed:
	 
		 	1998 Guarantee means the Deed of Guarantee and Indemnity dated 28
July 1998 executed by the companies listed in item 1 of schedule 1
thereto (each a guarantor) and the Security Trustee (formerly known
as Chase Securities Australia Limited) and includes any document by
which any party has acceded to, or assumed the obligations of a
guarantor under, that Deed of Guarantee and Indemnity;




page 1









 






	 	 	ASIC means the Australian Securities and Investments Commission;
	 
	 	 	Collateral Security means any mortgage, charge, encumbrance,
security interest, guarantee, indemnity or other right or
obligation held by the Security Trustee or the Co-Trustee (in any
capacity) as security for, or to credit enhance, the payment of any
of the moneys secured by the Guarantees or the Deeds of Charge;
	 
	 	 	Continuing Guarantor means any guarantor under the 1998 Guarantee
other than a Sale Company;
	 
	 	 	Deed of Charge means each document listed in schedule 2;
	 
	 	 	Deed of Debenture Trust means the Deed of Debenture Trust dated 7
March 2003 between the Parent, the entities listed in schedule 1
thereto and the Security Trustee;
	 
	 	 	Form 312 means an ASIC Form 312 “Notification of discharge or
release of property from a charge” in relation to each Deed of
Charge that is a registered charge under the Corporations Act
appropriately completed and signed on behalf of the Security
Trustee;
	 
	 	 	German Guarantee means the Deed of Guarantee dated 17 June 1999
executed by the companies listed in item 1 of schedule 1 thereto
(each a guarantor) and the Security Trustee, and includes any
document by which any party has acceded to, or assumed the
obligations of a guarantor under, that Deed of Guarantee;
	 
	 	 	Guarantee means each of:






	(a)	 	the 1998 Guarantee; and
	 
	(b)	 	the German Guarantee;






	 	 	Parent means Burns, Philp & Company Pty Limited (ABN 65 000 000
359);
	 
	 	 	Release Property means:






	(a)	 	in relation to a Seller, the property listed in
the fourth column of part 1 of schedule 2 for that Seller
which is mortgaged, charged or subject to any other
encumbrance or security interest under the Security Documents;
and
	 
	(b)	 	in relation to a Sale Company, all present and
future property of the Sale Company that is on the date of
execution and delivery of this deed poll or may (but for this
deed poll) after the time of execution and delivery of this
deed poll become subject to a Security Document;






	 	 	Sale Company means each company listed in part 2 of schedule 1;
	 
	 	 	Security Document means each of the following:






	(a)	 	the Security Trust Deed;
	 
	(b)	 	the Deed of Debenture Trust;
	 
	(c)	 	each Guarantee;
	 
	(d)	 	each Deed of Charge; and
	 
	(e)	 	each Collateral Security;






	 	 	Security Trust means each of:






	(a)	 	the trust constituted by the Security Trust Deed;
and




page 2









 






	(b)	 	the trust constituted by the Deed of Debenture
Trust;






	 	 	Security Trust Deed means the Security Trust Deed dated 28 July
1998 between the Parent and Chase Securities Australia Limited (now
known as J.P. Morgan Australia Limited); and
	 
	 	 	Seller means each company listed in part 1 of schedule 1.
	 
	1.2	 	Interpretation
	 
	 	 	In this deed headings and bold emphasis are for convenience only
and do not affect interpretation and unless the context otherwise
requires:






	(a)	 	the singular includes the plural and the
converse;
	 
	(b)	 	other grammatical forms of a defined word or
phrase have a corresponding meaning;
	 
	(c)	 	a reference to a schedule, part or clause is to a
schedule, part or clause of this deed;
	 
	(d)	 	a reference to a party includes its successors
and permitted substitutes or assigns;
	 
	(e)	 	a reference to any agreement or document is a
reference to the agreement or document as amended,
supplemented, varied, novated or replaced from time to time.





2 Release from Security Documents





	2.1	 	Release of Release Property
	 
	 	 	Each of the Security Trustee and the Co-Trustee releases the
Release Property of each Release Company from the Security
Documents.
	 
	2.2	 	Release of obligations






	(a)	 	Each of the Security Trustee and the Co-Trustee
releases each Sale Company from all of its obligations under
the Security Documents.
	 
	(b)	 	Each of the Security Trustee and the Co-Trustee
releases each Continuing Guarantor from all of its obligations
under the 1998 Guarantee referable to a Sale Company being a
“Debtor” under and as defined in the 1998 Guarantee and agrees
that each Sale Company ceases to be a “Debtor” under and as
defined in the 1998 Guarantee.






	2.3	 	Release time
	 
	 	 	Each release in clauses 2.1 and 2.2 operates upon the execution and
delivery of this deed without the need for any further action or
document other than as set out in this deed.
	 
	2.4	 	Confirmation of release of foreign Security Documents
	 
	 	 	Each of the Security Trustee and the Co-Trustee:




page 3









 












	(a)	 	confirms that each of the releases contemplated
by the documents specified in schedule 4 takes effect upon
execution and delivery of this deed poll; and
	 
	(b)	 	consents to each Sale Company making, and
instructs each Sale Company to make, any necessary filing or
recording of such releases in the records of the Sale Company
or in any applicable governmental or public register or
office.






	2.5	 	Further steps
	 
	 	 	Each of the Security Trustee and the Co-Trustee agrees to do all
things and execute all documents reasonably necessary to give
effect to the releases in clauses 2.1 and 2.2, and the releases
contemplated by clause 2.4, including but not limited to, delivery
of each Form 312.
	 
	2.6	 	Confirmation that will not affect other rights or liabilities
	 
	 	 	Nothing in this deed affects the obligations of any person to the
Security Trustee or the Co-Trustee, or the rights of the Security
Trustee or the Co-Trustee against any person except as set out in
this clause 2.





3 General





	3.1	 	Governing law and jurisdiction






	(a)	 	This deed is governed by the laws of the
Australian Capital Territory.
	 
	(b)	 	Each of the Security Trustee and the Co-Trustee
irrevocably submits to the non-exclusive jurisdiction of the
courts of the Australian Capital Territory.
	 
	(c)	 	Each of the Security Trustee and the Co-Trustee
irrevocably waives any objection to the venue of any legal
process on the basis that the process has been brought in an
inconvenient forum.
	 
	(d)	 	Each of the Security Trustee and the Co-Trustee
irrevocably waives any immunity which that party has or
acquires from the jurisdiction of any court or any legal
process for any reason including, but not limited to, the
service of notice, attachment before judgment, attachment in
aid of execution or execution.






	3.2	 	Attorneys
	 
	 	 	Each of the attorneys executing this deed states that the attorney
has no notice of the revocation of that attorney’s power of
attorney.






page 4










 





Schedule 1 – Release Companies




Part 1 – Sellers




	 	 	 
	Company Name
	 	ABN

	1 Burns, Philp & Company Limited
	 	65 000 000 359
	2 Burns Philp Food Holdings Pty Limited
	 	43 000 003 010
	3 Burns Philp Overseas Holdings Limited
	 	83 004 474 551
	4 Burns Philp Treasury (Australia) Limited
	 	29 003 731 986
	5 Goodman Fielder Consumer Foods Pty Limited
	 	35 000 024 546
	6 GF Finance Pty Limited
	 	97 009 979 471
	7 GF Group Services Pty Limited
	 	22 003 889 996
	8 Quality Bakers Australia Pty Limited
	 	45 004 205 449







Part 2 – Sale Companies




	 	 	 
	Company Name
	 	ABN

	Argentina
	 	 
	9 Compania Argentina De Levaduras S.A.I.C.
	 	N/A
	10 Sudamericana de Levaduras S.A. de Inversiones
	 	N/A
	Australia
	 	 
	11 Burns Philp Camellia Pty Limited
	 	20 003 925 040
	12 Burns Philp Food Overseas Holdings Limited
	 	36 000 010 711
	13 Burns Philp Food Properties Pty Limited
	 	50 008 443 856
	14 Burns Philp Middle East Pty Limited
	 	19 077 288 021
	15 Burns Philp Pakistan Pty Limited
	 	80 068 581 653
	16 Burns Philp South America Pty Limited
	 	68 072 208 309
	17 Burns Philp Technology & Development Pty Limited
	 	85 003 994 241
	18 Burns Philp Technology Pty Limited
	 	60 061 602 506
	19 Indonesian Yeast Company Pty Limited
	 	24 061 753 026
	20 Mauri Fermentation Argentina Pty Limited
	 	13 003 994 312
	21 Mauri Fermentation Brazil Pty Limited
	 	54 060 142 038
	22 Mauri Fermentation Chile Pty Limited
	 	71 061 325 157
	23 Mauri Fermentation China Pty Limited
	 	86 051 675 775
	24 Mauri Fermentation India Pty Limited
	 	57 063 797 759
	25 Mauri Fermentation Indonesia Pty Limited
	 	87 001 515 617







page 5









 






	 	 	 
	26 Mauri Fermentation Malaysia Pty Limited
	 	69 051 611 628
	27 Mauri Fermentation Philippines Pty Limited
	 	42 068 581 493
	28 Mauri Fermentation Vietnam Pty Limited
	 	75 066 107 426
	29 Mauri Yeast Australia Pty Limited
	 	68 003 853 656
	30 Serrol Ingredients Pty Limited
	 	85 000 241 403
	Brazil
	 	 
	31 Burns Philp Brasil Indústria e Comércio de
Alimentos Ltda.
	 	N/A
	Canada
	 	 
	32 Burns Philp Food Limited
	 	N/A
	Colombia
	 	 
	33 Burns Philp Colombia S.A.
	 	N/A
	Ecuador
	 	 
	34 Burns Philp Ecuador S.A.
	 	N/A
	Germany
	 	 
	35 Burns Philp Deutschland GMBH
	 	N/A
	36 Burns Philp Deutschland Export
Nahrungsmittel-Vertriebsgesellschaft MbH
	 	N/A
	37 Burns Philp Deutschland Grundbesitz GMBH
	 	N/A
	38 Deutsche Hefewerke GMBH
	 	N/A
	Guatemala
	 	 
	39 Burns Philp Guatemala S.A.
	 	N/A
	Netherlands
	 	 
	40 Burns Philp Netherlands European Holdings B.V.
	 	N/A
	New Zealand
	 	 
	41 New Zealand Food Industries Limited
	 	N/A
	Peru
	 	 
	42 Burns Philp Peru S.A.C.
	 	N/A
	Spain
	 	 
	43 Burns Philp Food SA
	 	N/A
	U.K.
	 	 
	44 Burns Philp (U.K.) Plc
	 	N/A
	U.S.A.
	 	 
	45 Burns Philp Food Inc.
	 	N/A







page 6









 






	 	 	 
	Uruguay
	 	 
	46 Flodden S.A.
	 	N/A
	47 Greensted S.A.
	 	N/A
	48 Levadura Uruguaya S.A.
	 	N/A
	Venezuela
	 	 
	49 Burns Philp Venezuela, S.A.
	 	N/A







page 7









 






Schedule 2 – Deed of Charge and Release Property




Part 1 – Sellers’ Deeds of Charge and Release Property




1 Burns, Philp & Company Limited




     ABN 65 000 000 359



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658495	 	 	(a)
	 	All the right, title and interest of Burns, Philp &
Company Limited in the issued shares in Burns Philp
Technology Pty Limited (ABN 60 061 602 506).







2 Burns Philp Food Holdings Pty Limited




     ABN 43 000 003 010



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658398	 	 	(a)
	 	All the right, title and interest
of Burns Philp Food Holdings Pty
Limited in the issued shares in
Burns Philp Camellia Pty Limited (ABN 20 003 925 040).
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	(b)
	 	All the right, title and interest
of Burns Philp Food Holdings Pty Limited in the
issued shares in Burns Philp Technology & Development Pty Limited (ABN 85 003 994 241).
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	(c)
	 	All the right, title and interest of Burns Philp Food
Holdings Pty Limited in the issued shares in
Mauri Yeast Australia Pty Limited (ABN 68 003
853 656).
	 
	 	 	 	 	 	 	 	 
	2 Initial Territories/ Overseas
Charge

	 	 	658526	 	 	(a)
	 	All the right, title and interest of Burns Philp Food
Holdings Pty Limited in the trademarks listed in Part 1 of Schedule 3.







page 8









 






3 Burns Philp Overseas Holdings Limited




     ABN 83 004 474 551



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658399	 	 	(a)
	 	All the right, title and interest of Burns Philp
Overseas Holdings Pty Limited in the issued shares in Burns Philp Food
Overseas Holdings Limited (ABN 36 000 010 711).







4 Burns Philp Treasury (Australia) Limited




     ABN 29 003 731 986



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658404	 	 	(a)
	 	All the right, title and interest of Burns Philp
Treasury (Australia) Limited in any amount owing
by Serrol Ingredients Pty Limited.







5 Goodman Fielder Consumer Foods Pty Limited




     ABN 35 000 024 546



	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial GF NT/OS Charge

	 	987682

993664
	 	(a)
	 	All the right,
title and interest
of Goodman Fielder
Consumer Foods Pty
Limited in the
issued shares in
Goodman Fielder (Shanghai) Co Limited.







6 GF Finance Pty Limited




     ABN 97 009 979 471



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial GF NT/OS Charge

	 	 	987705	 	 	(a)
	 	All the right,
title and interest
of GF Finance Pty
Limited in the
issued shares in GF
Investments (Asia)Pte Limited.
	

	 	 	993772	 	 	 	 	 







page 9









 






7 GF Group Services Pty Limited




     ABN 22 003 889 996



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial GF NSW/Vic Land #2 Charge

	 	 	987790	 	 	(a)
	 	All the right, title and interest of GF Group
Services Pty Limited over the land located at
464-466 Victoria Street, Wetherill
Park, New South Wales comprised in Folio Identifier 4/739967.







8 Quality Bakers Australia Pty Limited




     ABN 45 004 205 449



	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial GF NSW/Vic on
Land Charge

	 	965541

984655
	 	(a)
	 	All the right,
title and interest
of Quality Bakers
Australia Pty
Limited in the
issued shares in
Serrol Ingredients
Pty Limited (ABN 85
000 241 403).
(b) All the right,
title and interest
of Quality Bakers
Australia Pty
Limited in any
amount owing by
Serrol Ingredients
Pty Limited.
	 
	 	 	 	 	 	 
	2 Initial GF NT/OS Charge

	 	987703

993787
	 	(a)
	 	All the right,
title and interest
of Quality Bakers
Australia Pty
Limited in the
trademarks listed
in Part 2 of
Schedule 3.







Part 2 – Sale Companies Deeds of Charge and Release Property




9 Burns Philp Camellia Pty Limited




     ABN 20 003 925 040



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658385	 	 	(a)
	 	All of the
property of Burns
Philp Camellia Pty
Limited which is
mortgaged or
charged under the
Initial NSW/Vic
Charge.







page 10









 






	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	2 Initial Other States 
Charge

	 	 	658418	 	 	(a)
	 	All of the
property of Burns
Philp Camellia Pty
Limited which is
mortgaged or
charged under the
Initial Other
States Charge.
	 
	 	 	 	 	 	 	 	 
	3 Initial Territories/Overseas

Charge

	 	 	658528	 	 	(a)
	 	All of the
property of Burns
Philp Camellia Pty
Limited which is
mortgaged or
charged under the
Initial
Territories/Overseas
Charge.







10 Burns Philp Food Overseas Holdings Limited




     ABN 36 000 010 711



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658412	 	 	(a)
	 	All of the
property of Burns
Philp Food Overseas
Holdings Limited
which is mortgaged
or charged under
the Initial NSW/Vic
Charge.
	 
	 	 	 	 	 	 	 	 
	2 Initial Other States Charge

	 	 	658449	 	 	(a)
	 	All of the
property of Burns
Philp Food Overseas
Holdings Limited
which is mortgaged
or charged under
the Initial Other
States Charge.
	 
	 	 	 	 	 	 	 	 
	3 Initial Territories/ Overseas
Charge

	 	 	658527	 	 	(a)
	 	All of the
property of Burns
Philp Food Overseas
Holdings Limited
which is mortgaged
or charged under
the Initial
Territories/Overseas
Charge.







11 Burns Philp Food Properties Pty Limited




     ABN 50 008 443 856



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658388	 	 	(a)
	 	All of the
property of Burns
Philp Food
Properties Pty
Limited which is
mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 
	 	 	 	 	 	 	 	 
	2 Initial Other States Charge

	 	 	658447	 	 	(a)
	 	All of the
property of Burns
Philp Food
Properties Pty
Limited which is
mortgaged or
charged under the
Initial Other
States Charge.







page 11









 






	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	3 Initial Territories/ Overseas
Charge

	 	 	658496	 	 	(a)
	 	All of the
property of Burns
Philp Food
Properties Pty
Limited which is
mortgaged or
charged under the
Initial
Territories/Overseas
Charge.







12 Burns Philp Middle East Pty Limited




     ABN 19 077 288 021



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658400	 	 	(a)
	 	All of the
property of Burns
Philp Middle East
Pty Limited which
is mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 
	 	 	 	 	 	 	 	 
	2 Initial Other States 
Charge

	 	 	658430	 	 	(a)
	 	All of the
property of Burns
Philp Middle East
Pty Limited which
is mortgaged or
charged under the
Initial Other
States Charge.
	 
	 	 	 	 	 	 	 	 
	3 Initial Territories/ Overseas
Charge

	 	 	658515	 	 	(a)
	 	All of the
property of Burns
Philp Middle East
Pty Limited which
is mortgaged or
charged under the
Initial
Territories/Overseas
Charge.







13 Burns Philp Pakistan Pty Limited




     ABN 80 068 581 653



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 BPP Charge

	 	 	904073	 	 	(a)
	 	All of the
property of Burns
Philp Pakistan Pty
Limited which is
mortgaged or
charged under the
BPP Charge.







14 Burns Philp South America Pty Limited




     ABN 68 072 208 309



	 	 	 	 	 	 	 	 	 
	 	 	ASIC registered	 	 	 	 
	Deed of Charge
	 	charge number
	 	 	 	Release Property

	1 Initial NSW/Vic Charge

	 	 	658402	 	 	(a)
	 	All of the
property of Burns
Philp South America
Pty Limited which
is mortgaged or
charged under the
Initial NSW/Vic
Charge.








page 12










 





	 	 	 	 	 	 	 	 	 	 	 
	2

	 	Initial Other States

Charge
	 	 	658441	 	 	(a)
	 	All of the
property of Burns
Philp South America
Pty Limited which
is mortgaged or
charged under the
Initial Other
States Charge.
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Initial Territories/Overseas

Charge
	 	 	658516	 	 	(a)
	 	All of the
property of Burns
Philp South America
Pty Limited which
is mortgaged or
charged under the
Initial
Territories/Overseas
Charge.








	15	 	Burns Philp Technology & Development Pty Limited
	 
	 	 	ABN 85 003 994 241





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ASIC registered	 	 
	 	 	Deed of Charge
	 	charge number
	 	Release Property

	1

	 	Initial NSW/Vic Charge
	 	 	658401	 	 	(a)
	 	All of the
property of Burns
Philp Technology
and Development Pty
Limited which is
mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Initial Other States

Charge
	 	 	658422	 	 	(a)
	 	All of the
property of Burns
Philp Technology
and Development Pty
Limited which is
mortgaged or
charged under the
Initial Other
States Charge.
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Initial Territories/Overseas

Charge
	 	 	658511	 	 	(a)
	 	All of the
property of Burns
Philp Technology
and Development Pty
Limited which is
mortgaged or
charged under the
Initial
Territories/Overseas
Charge.








	16	 	Burns Philp Technology Pty Limited
	 
	 	 	ABN 60 061 602 506





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ASIC registered	 	 
	 	 	Deed of Charge
	 	charge number
	 	Release Property

	1

	 	Initial NSW/Vic Charge
	 	 	658406	 	 	(a)
	 	All of the
property of Burns
Philp Technology
Pty Limited which
is mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Initial Other States

Charge
	 	 	658436	 	 	(a)
	 	All of the
property of Burns
Philp Technology
Pty Limited which
is mortgaged or
charged under the
Initial Other
States Charge.







page 13









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ASIC registered	 	 
	 	 	Deed of Charge
	 	charge number
	 	Release Property

	3

	 	Initial Territories/Overseas

Charge
	 	 	658502	 	 	(a)
	 	All of the
property of Burns
Philp Technology
Pty Limited which
is mortgaged or
charged under the
Initial
Territories/Overseas
Charge.








	17	 	Indonesian Yeast Company Pty Limited
	 
	 	 	ABN 24 061 753 026





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ASIC registered	 	 
	 	 	Deed of Charge
	 	charge number
	 	Release Property

	1

	 	Initial NSW/Vic Charge
	 	 	658410	 	 	(a)
	 	All of the
property of
Indonesian Yeast
Company Pty Limited
which is mortgaged
or charged under
the Initial NSW/Vic
Charge.
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Initial Other States

Charge
	 	 	658433	 	 	(a)
	 	All of the
property of
Indonesian Yeast
Company Pty Limited
which is mortgaged
or charged under
the Initial Other
States Charge.
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Initial Territories/Overseas

Charge
	 	 	658509	 	 	(a)
	 	All of the
property of
Indonesian Yeast
Company Pty Limited
which is mortgaged
or charged under
the Initial
Territories/Overseas
Charge.








	18	 	Mauri Fermentation Argentina Pty Limited
	 
	 	 	ABN 13 003 994 312





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ASIC registered	 	 
	 	 	Deed of Charge
	 	charge number
	 	Release Property

	1

	 	Initial NSW/Vic Charge
	 	 	658390	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Argentina Pty
Limited which is
mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Initial Other States

Charge
	 	 	658431	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Argentina Pty
Limited which is
mortgaged or
charged under the
Initial Other
States Charge.
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Initial Territories/Overseas

Charge
	 	 	658501	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Argentina Pty
Limited which is
mortgaged or
charged under the
Initial
Territories/Overseas
Charge.








page 14










 






	19	 	Mauri Fermentation Brazil Pty Limited
	 
	 	 	ABN 54 060 142 038





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658391	 	 	(a)
	 	All of the
property of Mauri
Fermentation Brazil
Pty Limited which
is mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658448	 	 	(a)
	 	All of the
property of Mauri
Fermentation Brazil
Pty Limited which
is mortgaged or
charged under the
Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658508	 	 	(a)
	 	All of the
property of Mauri
Fermentation Brazil
Pty Limited which
is mortgaged or
charged under the
Initial
Territories/Overseas
Charge.








	20	 	Mauri Fermentation Chile Pty Limited
	 
	 	 	ABN 71 061 325 157





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658411	 	 	(a)
	 	All of the
property of Mauri
Fermentation Chile
Pty Limited which
is mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658421	 	 	(a)
	 	All of the
property of Mauri
Fermentation Chile
Pty Limited which
is mortgaged or
charged under the
Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658512	 	 	(a)
	 	All of the
property of Mauri
Fermentation Chile
Pty Limited which
is mortgaged or
charged under the
Initial
Territories/Overseas
Charge.







page 15




 









 







	21	 	Mauri Fermentation China Pty Limited
	 
	 	 	ABN 86 051 675 775





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658389	 	 	(a)
	 	All of the
property of Mauri
Fermentation China
Pty Limited which
is mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658415	 	 	(a)
	 	All of the
property of Mauri
Fermentation China
Pty Limited which
is mortgaged or
charged under the
Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658506	 	 	(a)
	 	All of the
property of Mauri
Fermentation China
Pty Limited which
is mortgaged or
charged under the
Initial
Territories/Overseas
Charge.








	22	 	Mauri Fermentation India Pty Limited
	 
	 	 	ABN 57 063 797 759





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658414	 	 	(a)
	 	All of the
property of Mauri
Fermentation India
Pty Limited which
is mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658417	 	 	(a)
	 	All of the
property of Mauri
Fermentation India
Pty Limited which
is mortgaged or
charged under the
Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658499	 	 	(a)
	 	All of the
property of Mauri
Fermentation India
Pty Limited which
is mortgaged or
charged under the
Initial
Territories/Overseas
Charge.







page 16




 









 







	23	 	Mauri Fermentation Indonesia Pty Limited
	 
	 	 	ABN 87 001 515 617





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658397	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Indonesia Pty
Limited which is
mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658419	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Indonesia Pty
Limited which is
mortgaged or
charged under the
Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658504	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Indonesia Pty
Limited which is
mortgaged or
charged under the
Initial
Territories/Overseas
Charge.








	24	 	Mauri Fermentation Malaysia Pty Limited
	 
	 	 	ABN 69 051 611 628





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658394	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Malaysia Pty
Limited which is
mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658426	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Malaysia Pty
Limited which is
mortgaged or
charged under the
Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658532	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Malaysia Pty
Limited which is
mortgaged or
charged under the
Initial
Territories/Overseas
Charge.







page 17




 









 







	25	 	Mauri Fermentation Philippines Pty Limited
	 
	 	 	ABN 42 068 581 493





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658396	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Philippines Pty
Limited which is
mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658425	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Philippines Pty
Limited which is
mortgaged or
charged under the
Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658503	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Philippines Pty
Limited which is
mortgaged or
charged under the
Initial
Territories/Overseas
Charge.








	26	 	Mauri Fermentation Vietnam Pty Limited
	 
	 	 	ABN 75 066 107 426





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658405	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Vietnam Pty Limited
which is mortgaged
or charged under
the Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658434	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Vietnam Pty Limited
which is mortgaged
or charged under
the Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658513	 	 	(a)
	 	All of the
property of Mauri
Fermentation
Vietnam Pty Limited
which is mortgaged
or charged under
the Initial
Territories/Overseas
Charge.







page 18




 









 







	27	 	Mauri Yeast Australia Pty Limited
	 
	 	 	ABN 68 003 853 656





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASIC registered	 	 	 	 
	 	 	 	 	Deed of Charge
	 	charge number
	 	 	 	Release Property

	 	1	 	 	Initial NSW/Vic Charge

	 	 	658413	 	 	(a)
	 	All of the
property of Mauri
Yeast Australia Pty
Limited which is
mortgaged or
charged under the
Initial NSW/Vic
Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	2	 	 	Initial Other States

Charge

	 	 	658423	 	 	(a)
	 	All of the
property of Mauri
Yeast Australia Pty
Limited which is
mortgaged or
charged under the
Initial Other
States Charge.
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	3	 	 	Initial Territories/Overseas

Charge

	 	 	658507	 	 	(a)
	 	All of the
property of Mauri
Yeast Australia Pty
Limited which is
mortgaged or
charged under the
Initial
Territories/Overseas
Charge.







Part 3 — Defined terms




In this schedule:




BPP Charge means the Deed of Charge dated 30 October 2002 between Burns Philp
Pakistan Pty Limited (ABN 80 068 581 653) and the Security Trustee;




Initial GF NSW/Vic Land # 2 Charge means the Deed of Charge (NSW/Vic — land #
2) dated 10 September 2003 executed by the companies listed in schedule 1
thereto and the Security Trustee;




Initial GF NSW/Vic Non Land Charge means the Deed of Charge (NSW/Vic — no land)
dated 23 June 2003 executed by the companies listed in schedule 1 thereto and
the Security Trustee;




Initial GF NT/OS Charge means the Deed of Charge (NT/outside Australia) dated
10 September 2003 as amended and restated on 8 October 2003 executed by the
companies listed in schedule 1 thereto and the Security Trustee;




Initial NSW/Vic Charge means the Deed of Charge (NSW/Vic) dated 28 July 1998
executed by the companies listed in schedule 1 thereto and the Security
Trustee;




Initial Other States Charge means the Deed of Charge (Queensland, South
Australia, Western Australia and Tasmania) dated 28 July 1998 executed by the
companies listed in schedule 1 thereto and the Security Trustee as amended by
the Amending Deed dated 10 September 2003 executed by the companies listed in
schedule 1 thereto and the Security Trustee; and




Initial Territories/Overseas Charge means the Deed of Charge (ACT/NT and
outside Australia) dated 28 July 1998 executed by the companies listed in
schedule 1 thereto and the Security Trustee.




page 19





 










 





Schedule 3 – Trademarks




Part 1 - Burns Philp Food Holdings Pty Limited




     ABN 43 000 003 010



	 	 	 	 	 	 	 	 	 
	Registered no.
	 	Country
	 	Description of trade mark
	 	Class

	67633

	 	Australia
	 	Arrow
	 	 	1	 
	54563

	 	Australia
	 	Volmoyst
	 	 	30	 







Part 2 – Quality Bakers Australia Pty Limited




     ABN 45 004 205 449



	 	 	 	 	 	 	 	 	 
	Registered no.
	 	Country
	 	Description of trade mark
	 	Class

	495947

	 	Australia
	 	Serrol Tree and Device
	 	 	1	 
	495948

	 	Australia
	 	Serrol Tree and Device
	 	 	30	 
	437551

	 	Canada
	 	Serrol Tree and Device
	 	 	1	 
	438992

	 	Canada
	 	Serrol Ingredients
	 	 	1	 
	750057

	 	China
	 	Serrol Ingredients
	 	 	1	 
	750055

	 	China
	 	Serrol Tree and Device
	 	 	1	 
	328860

	 	Indonesia
	 	Serrol Tree and Device
	 	 	1	 
	328859

	 	Indonesia
	 	Serrol Ingredients
	 	 	1	 
	307088

	 	South Korea
	 	Serrol Tree and Device
	 	 	10	 
	307087

	 	South Korea
	 	Serrol Ingredients
	 	 	10	 
	187647

	 	New Zealand
	 	Serrol Tree and Device
	 	 	1	 
	187648

	 	New Zealand
	 	Serrol Tree and Device
	 	 	30	 
	187645

	 	New Zealand
	 	Serrol Ingredients
	 	 	1	 
	187646

	 	New Zealand
	 	Serrol Ingredients
	 	 	30	 
	656503

	 	Taiwan
	 	Serrol Tree and Device
	 	 	1	 
	656428

	 	Taiwan
	 	Serrol Ingredients
	 	 	1	 
	KOR22468

	 	Thailand
	 	Serrol Tree and Device
	 	 	1	 
	KOR24542

	 	Thailand
	 	Serrol Ingredients
	 	 	1	 
	1857139

	 	USA
	 	Serrol Tree and Device
	 	 	1	 
	15724

	 	Vietnam
	 	Serrol Tree and Device
	 	 	1	 
	15723

	 	Vietnam
	 	Serrol Ingredients
	 	 	1	 







page 20









 






Schedule 4 – Foreign releases




	 	 	 
	Document
	 	Party

	Brazil
	 	 
	 
	 	 
	Termination of the Undertaking of Mutual Obligations Agreement and
other Covenants

	 	Burns Philp Brasil Indústria e Comércio de Alimentos Ltda 

J.P. Morgan Australia Limited 

Mauri Fermentation Brazil Pty Limited
	 
	 	 
	Colombia
	 	 
	 
	 	 
	Termination of Undertaking of Mutual Obligations Agreement and other
Covenants

	 	Burns Philp Colombia S.A. 

Burns Philp Food Overseas Holdings Limited 

Burns Philp South America Pty Ltd 

J.P. Morgan Australia Limited
	 
	 	 
	Termination of Open Pledge Agreement

	 	Burns Philp Colombia S.A. 

Burns Philp Food Overseas Holdings Limited 

Burns Philp South America Pty Ltd 

German Villamil Pardo 

J.P. Morgan Australia Limited 

Jose Luis Suarez Parra 

Paula Samper Salazar
	 
	 	 
	Letter to cancel the Open Pledge Agreement over the shares of Burns
Philp Colombia S.A.

	 	Burns Philp Colombia S.A. 

J.P. Morgan Australia Limited
	 
	 	 
	
Germany

	 	 
	 
	 	 
	Deed of Release relating to the Security Agreement dated 17 June 1999 as

	 	Burns Philp Deutschland Grundbesitz GmbH







page 21









 






	 	 	 
	Document
	 	Party

	amended by Amendment Agreement dated 29 May 2003

	 	Deutsche Hefewerke GmbH 

J.P. Morgan Australia Limited 

	 
	 	 
	Deed of Release relating to the Partners’ Interest Pledge Agreement
dated 17 June 1999 as amended on 29 May 2003

	 	Burns Philp Deutschland Export
Nahrungsmittel-Vertriebsgesellschaft mbH 

Burns Philp Deutschland GmbH 

Deutsche Hefewerke GmbH 

J.P. Morgan Australia Limited
	 
	 	 
	Deed of Release relating to the Share Pledge Agreement dated 17 June
1999 as amended on 12 May 2003

	 	Burns Philp Deutschland GmbH 

J.P. Morgan Australia Limited
	 
	 	 
	Netherlands
	 	 
	 
	 	 
	Agreement and Deed of Release of Right of Pledge of Intercompany
Receivables (loan owing by Burns Philp Netherlands European Holdings
B.V.)

	 	Burns Philp Netherlands European Holdings B.V. 

Burns Philp Treasury (Australia) Limited 

J.P. Morgan Australia Limited
	 
	 	 
	Agreement and Deed of Release of Right of Pledge of Intercompany
Receivables (loan owing by Deutsche Hefewerke GmbH and Co OHG)

	 	Burns Philp Treasury Europe B.V. 

J.P. Morgan Australia Limited
	 
	 	 
	Agreement and Deed of Release of Right of Pledge of Intercompany
Receivables (loan owing by Burns Philp (UK) PLC)

	 	Burns Philp Treasury (Europe) B.V. 

Burns Philp (UK) PLC 

J.P. Morgan Australia Limited







page 22









 






	 	 	 
	Document
	 	Party

	New Zealand
	 	 
	 
	 	 
	Deed of Release relating to the General Security Deed dated 13 March
2003 granted by Burns Philp (New Zealand) Limited in respect of its
interest in New Zealand Food Industries Limited

	 	Burns Philp (New Zealand) Limited 

J.P. Morgan Australia Limited
	 
	 	 
	Deed of Release relating to the General Security Deed dated 13 March
2003 granted by New Zealand Food Industries Limited

	 	New Zealand Food Industries Limited 

J.P. Morgan Australia Limited
	 
	 	 
	Spain
	 	 
	 
	 	 
	Deed of Cancellation of Guarantees

	 	Burns Philp Food, S.A. 

Burns Philp Netherlands European Holdings B.V. 

J.P. Morgan Australia Limited
	 
	 	 
	United Kingdom
	 	 
	 
	 	 
	Deed of Release relating to security over certain properties and assets

	 	Burns Philp (U.K.) plc 

J.P. Morgan Australia Limited







page 23









 






	 	 	 
	Executed as a deed poll:
	 	 
	Signed sealed and delivered for
	 	 
	J.P. Morgan Australia Limited
	 	 
	by its attorney
	 	 
	in the presence of:
	 	 
	 
	 	 
	
 

	 	
 
	Witness

	 	Attorney
	 
	 	 
	
 

	 	
 
	Name (please print)

	 	Name (please print)
	 
	 	 
	Signed sealed and delivered for
	 	 
	JPMorgan Chase Bank
	 	 
	by its attorney
	 	 
	in the presence of:
	 	 
	 
	 	 
	
 

	 	
 
	Witness

	 	Attorney
	 
	 	 
	
 

	 	
 
	Name (please print)

	 	Name (please print)








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